Incorporation of a Company

Meaning. Incorporation (also called registration) is the legal act by which a company is formally brought into existence as a body corporate, separate from the persons who formed it. Under Section 7 of the Companies Act, 2013, this is achieved by registering the company with the Registrar of Companies of the State in which its registered office will be situated.

Documents Required. The core documents needed for incorporation — the Memorandum of Association, the Articles of Association, and, for a public company raising funds from the public, a Prospectus — are studied in full detail in the next chapter, "Documents Related to Formation of a Company." In brief, the application to the Registrar must be accompanied by the Memorandum and Articles, a declaration by a practising professional (a Company Secretary, Chartered Accountant, Cost Accountant or advocate) that every requirement of the Act relating to registration has been complied with, an affidavit from each subscriber and first director, proof of the registered office address, and identity/address proof of the subscribers and first directors.

The Modern, Largely Paperless Process. In present-day practice, incorporation is carried out almost entirely online through a single, integrated web form called SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), which bundles together several approvals that earlier had to be applied for separately — reservation of the company's name, allotment of a Director Identification Number (DIN) for the first directors, and even registration for PAN, TAN, EPFO, ESIC and, where applicable, GST — all through one filing. The broad steps run as follows:

1. Digital Signature Certificate (DSC) — obtained for the proposed first directors and subscribers, since every incorporation document is filed electronically and must be digitally signed.
2. Name reservation — an application is made through the SPICe+ form (Part A) for approval of the proposed name; the name must not be identical to, or too closely resemble, an existing company's name or a registered trademark.
3. Filing SPICe+ Part B, together with the linked e-forms for the Memorandum, the Articles, the professional's declaration, the subscribers'/directors' affidavits, and proof of the registered office.
4. Scrutiny by the Registrar of Companies of every document filed.
5. Issue of the Certificate of Incorporation, along with the company's unique Corporate Identity Number (CIN); under the present integrated process, the company's PAN and TAN are typically issued together with the certificate itself. …